Common use of Special Meetings of Stockholders Clause in Contracts

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting pursuant to Section 1.3 of these By-Laws. Nominations of persons for election to the Board of Directors (other than for election as a Class B Director) may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (A) by or at the direction of the Board of Directors or (B) by any stockholder of the Corporation who is entitled to vote at the meeting in such election, who complies with the notice procedures set forth in this Section 1.10 and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. Nominations by stockholders of persons for election to the Board of Directors may be made at such a special meeting of stockholders if the stockholder’s notice as required by paragraph (a)(2) of this Section 1.10 shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and, if applicable, of the nominees proposed by the Board of Directors to be elected at such meeting.

Special Meetings of Stockholders. Only such If the election of directors is included as business shall to be conducted at brought before a special meeting of stockholders as shall have been brought before the meeting pursuant to in the Corporation’s notice of meeting pursuant to Section 1.3 of these By-Laws. Nominations meeting, then nominations of persons for election to the Board of Directors (other than for election as a Class B Director) may be made at a special meeting of stockholders at which directors are to may be elected pursuant to the Corporation’s notice of meeting (A) by or at the direction of the Board of Directors or (B) made by any stockholder of the Corporation who is entitled to vote at the meeting in such election, who complies with the notice procedures set forth in this Section 1.10 and who is a stockholder of record at the time of giving of notice provided for in this ‎Section 2.10(b) and at the time of the special meeting, who shall be entitled to vote at the meeting and who complies with the procedures set forth in this ‎Section 2.10(b); provided, however that the number of nominees a stockholder may nominate for election at the special meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the special meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected as such special meeting. For nominations to be properly brought by a stockholder before a special meeting of stockholders pursuant to this ‎Section 2.10(b), the stockholder must have given timely notice is delivered thereof in writing to the Secretary of the Corporation. Nominations by stockholders of persons for election to the Board of Directors may To be made at such timely, a special meeting of stockholders if the stockholder’s notice as required by paragraph (a)(2) of this Section 1.10 shall be delivered to the Secretary or mailed and received at the principal executive offices of the Corporation (A) not earlier than the 120th day 150 days prior to such the date of the special meeting nor (B) later than the later of 120 days prior to the date of the special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the tenth 10th day following the day on which public announcement is first made of the date of the special meeting and, if applicable, was first made. A stockholder’s notice to the Secretary shall comply with the notice requirements of the nominees proposed by the Board of Directors to be elected at such meeting‎Section 2.10(a)(iii).

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s 's notice of meeting pursuant to Section 1.3 of these By-Lawsmeeting. Nominations of persons for election to the Board of Directors (other than for election as a Class B Director) may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s 's notice of meeting (Ai) by or at the direction of the Board of Directors or (Bii) by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this Section 1.06, who shall be entitled to vote at the meeting in such election, and who complies with the notice procedures set forth in this Section 1.10 and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation1.06. Nominations by stockholders of persons for election to the Board of Directors may be made at such a special meeting of stockholders if the stockholder’s 's notice as required by paragraph (a)(2) of this Section 1.10 1.06 shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the 120th 90th day prior to such special meeting meeting, and not later than the close of business on the later of the 90th 60th day prior to such special meeting or the tenth 10th day following the day on which public announcement is first made of the date of the special meeting and, if applicable, and of the nominees proposed by the Board of Directors to be elected at such meeting.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting pursuant to Section 1.3 of these By-Laws. Nominations of persons for election to the Board of Directors (other than for election as a Class B Director) may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (A) by or at the direction of the Board of Directors or (B) provided that the Board of Directors has determined that Directors shall be elected at such meeting, by any stockholder of the Corporation who is entitled to vote at the meeting in such election, who complies with the notice procedures set forth in this Section 1.10 and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. Nominations by of stockholders of persons for election to the Board of Directors may be made at such a special meeting of stockholders if the stockholder’s notice as required by paragraph (a)(2) of this Section 1.10 shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and, if applicable, and of the nominees proposed by the Board of Directors to be elected at such meeting.

Special Meetings of Stockholders. Only such business Business shall be conducted at a special meeting of stockholders of the Corporation as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting; provided, however, that reference in the Corporation’s notice of meeting pursuant to Section 1.3 the election of these By-Laws. Nominations directors or to the election of persons for election to members of the Board of Directors (other than for election as a Class B Director) shall not include or be deemed to include Nominations. Nominations may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (A1) by or at the direction of the Board of Directors or (B2) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section 1.12 is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting in and upon such election, and who complies with the notice procedures set forth in this Section 1.10 and who is 1.12. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to vote in such election of record at directors may make Nominations of one or more individuals (as the time case may be) for election to such positions as specified in the Corporation’s notice is of meeting, if the stockholder’s notice required by Section 1.12(c)(1) shall be delivered to the Secretary of the Corporation. Nominations by stockholders of persons for election to the Board of Directors may be made at such a special meeting of stockholders if the stockholder’s notice as required by paragraph (a)(2) of this Section 1.10 shall be delivered to the Secretary Corporation at the principal executive offices of the Corporation not earlier than the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and, if applicable, of the nominees proposed by the Board of Directors to be elected at such meetingin accordance with Section 1.12(c)(1)(E).

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting pursuant to Article I, Section 1.3 2 of these By-Laws. Nominations of persons for election to the Board of Directors (other than for election as a Class B Director) may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (Aa) by or at the direction of the Board of Directors or (Bb) provided that the Board has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is entitled to vote on such election at the meeting in such electionmeeting, who complies with the notice procedures set forth in this Section 1.10 By-Law and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. Nominations by stockholders of persons for election to the Board of Directors may be made at such a special meeting of stockholders if the stockholder’s notice as required by paragraph (a)(2A)(ii) of this Section 1.10 By-Law shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and, if applicable, and of the nominees proposed by the Board of Directors to be elected at such meeting.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s corporation's notice of meeting pursuant to Article I, Section 1.3 2 of these By-Laws. Nominations of persons for election to the Board of Directors (other than for election as a Class B Director) may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s corporation's notice of meeting (Aa) by or at the direction of the Board of Directors or (Bb) by any stockholder of the Corporation corporation who is entitled to vote at the meeting in such electionmeeting, who complies with the notice procedures set forth in this Section 1.10 By-Law and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporationcorporation. Nominations by stockholders of persons for election to the Board of Directors may be made at such a special meeting of stockholders if the stockholder’s 's notice as required by paragraph (a)(2A) (2) of this Section 1.10 By-Law shall be delivered to the Secretary at the principal executive offices of the Corporation corporation not earlier than the 120th ninetieth day prior to such special meeting and not later than the close of business on the later of the 90th seventieth day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and, if applicable, and of the nominees proposed by the Board of Directors to be elected at such meeting.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s 's notice of meeting pursuant to Section 1.3 of these By-Lawsmeeting. Nominations of persons for election to the Board of Directors (other than for election as a Class B Director) may be made at a special meeting of stockholders at which directors Directors are to be elected (i) pursuant to the Corporation’s 's notice of meeting meeting, (Aii) by or at the direction of the Board of Directors or (Biii) provided that the Board of Directors has determined that Directors shall be elected at such special meeting, by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice provided for in this Section 12(b), who is entitled to vote at the meeting in such election, and who complies complied with the notice procedures set forth in this Section 1.10 and who is a stockholder of record at 12(b). In the time such notice is delivered to event the Secretary of the Corporation. Nominations by stockholders of persons for election to the Board of Directors may be made at such Corporation calls a special meeting of stockholders for the purpose of electing one or more Directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be) for election to such position as specified in the Corporation's notice of meeting, if the stockholder’s 's notice as containing the information required by paragraph (a)(2) of this Section 1.10 12 shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the 120th 90th day prior to such special meeting and not later than the close of business on the later of the 90th 60th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and, if applicable, and of the nominees proposed by the Board of Directors to be elected at such meeting.

Special Meetings of Stockholders. Except to the extent required by the DGCL, and subject to Section 2.03 of these Bylaws, special meetings of stockholders may be called only in accordance with the Certificate of Incorporation. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. If the election of directors is included as business to be brought before a special meeting pursuant to Section 1.3 in the Corporation’s notice of these By-Laws. Nominations meeting, then nominations of persons for election to the Board of Directors (other than for election as a Class B Director) may be made at a special meeting of stockholders at which directors are to may be elected pursuant to the Corporation’s notice of meeting (A) by or at the direction of the Board of Directors or (B) made by any stockholder of the Corporation who is entitled to vote at the meeting in such election, who complies with the notice procedures set forth in this Section 1.10 and who is a stockholder of record at the time such of giving of notice is delivered provided for in this Section 2.10(b) and at the time of the special meeting, who shall be entitled to vote at the meeting and who complies with the procedures set forth in this Section 2.10(b). For nominations to be properly brought by a stockholder before a special meeting of stockholders pursuant to this Section 2.10(b), the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. Nominations by stockholders of persons for election to the Board of Directors may To be made at such timely, a special meeting of stockholders if the stockholder’s notice as required by paragraph (a)(2) of this Section 1.10 shall be delivered to the Secretary or mailed and received at the principal executive offices of the Corporation (A) not earlier than the 120th day 150 days prior to such the date of the special meeting and not nor (B) later than the close of business on the later of the 90th day 120 days prior to such the date of the special meeting or the tenth 10th day following the day on which public announcement is first made of the date of the special meeting and, if applicable, was first made. A stockholder’s notice to the Secretary shall comply with the notice requirements of the nominees proposed by the Board of Directors to be elected at such meetingSection 2.10(a)(iii).